SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Luxor Capital Group, LP

(Last)

(First)

(Middle)

767 FIFTH AVENUE

19TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2008

3. Issuer Name and Ticker or Trading Symbol
Triangle Petroleum Corp [ TPLM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,483,488	D⁽¹⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	404,271	D⁽²⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	1,460	D⁽³⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	2,188,946	D⁽⁴⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	1,905,878	D⁽⁵⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	51,080	D⁽⁶⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	342,077	I	See⁽⁷⁾⁽⁹⁾⁽¹⁰⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽⁸⁾	05/30/2010	Common Stock	419,919	$2.25	D⁽¹⁾⁽⁹⁾⁽¹⁰⁾
Warrants	⁽⁸⁾	05/30/2010	Common Stock	114,264	$2.25	D⁽²⁾⁽⁹⁾⁽¹⁰⁾
Warrants	⁽⁸⁾	05/30/2010	Common Stock	730	$2.25	D⁽³⁾⁽⁹⁾⁽¹⁰⁾
Warrants	⁽⁸⁾	05/30/2010	Common Stock	632,347	$2.25	D⁽⁴⁾⁽⁹⁾⁽¹⁰⁾
Warrants	⁽⁸⁾	05/30/2010	Common Stock	526,569	$2.25	D⁽⁵⁾⁽⁹⁾⁽¹⁰⁾
Warrants	⁽⁸⁾	05/30/2010	Common Stock	25,540	$2.25	D⁽⁶⁾⁽⁹⁾⁽¹⁰⁾
Warrants	⁽⁸⁾	05/30/2010	Common Stock	66,631	$2.25	I	See⁽⁷⁾⁽⁹⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

Luxor Capital Group, LP

(Last)

(First)

(Middle)

767 FIFTH AVENUE

19TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LUXOR CAPITAL PARTNERS OFFSHORE LTD

(Last)

(First)

(Middle)

C/O M&C CORPORATE SVCS LTD

PO BOX 309 GT UGLAND HOUSE

(Street)

GEORGE TOWN

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Luxor Capital Partners, LP

(Last)

(First)

(Middle)

767 FIFTH AVENUE, 19TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LCG SELECT OFFSHORE LTD

(Last)

(First)

(Middle)

PO BOX 309GT UGLAND HOUSE SOUTH CHURCH S

GEORGE TOWN

(Street)

GRAND CAYAMAN CAYMAN ISLANDS

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LCG SELECT LLC

(Last)

(First)

(Middle)

767 FIFTH AVENUE

19TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects the securities of the issuer owned directly by Luxor Capital Partners, LP (the "Onshore Fund").

2. Reflects the securities of the issuer owned directly by LCG Select, LLC (the "Select Onshore Fund").

3. Reflects the securities of the issuer owned directly by Luxor Spectrum, LLC (the "Spectrum Onshore Fund").

4. Reflects the securities of the issuer owned directly by Luxor Capital Partners Offshore, Ltd. (the "Offshore Fund").

5. Reflects the securities of the issuer owned directly by LCG Select Offshore, Ltd. (the "Select Offshore Fund").

6. Reflects the securities of the issuer owned directly by Luxor Spectrum Offshore, Ltd. (the "Spectrum Offshore Fund").

7. Reflects the securities of the issuer held in accounts managed separately ("Separately Managed Accounts") by Luxor Capital Group, LP ("Luxor Capital Group").

8. These warrants were acquired on May 28, 2008 and were immediately exercisable.

9. Luxor Capital Group acts as the investment manager of the Onshore Fund, the Select Onshore Fund, the Spectrum Onshore Fund, the Offshore Fund, the Select Offshore Fund and the Spectrum Offshore Fund (collectively, the "Luxor Funds") and the Separately Managed Accounts. Luxor Management, LLC ("Luxor Management") is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings, LLC ("LCG Holdings") is the general partner of the Onshore Fund and the managing member of the Select Onshore Fund and the Spectrum Onshore Fund. Mr. Leone is the managing member of LCG Holdings.

10. Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to indirectly beneficially own the shares of common stock held by the Luxor Funds and the Separately Managed Accounts. LCG Holdings may be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund, the Select Onshore Fund and the Spectrum Onshore Fund. For purposes of this Form 3, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone each disclaims ownership of the shares of common stock owned by the Luxor Funds and the Separately Managed Accounts, except to the extent of their pecuniary interest therein.

	Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP	06/06/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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